Common use of Opinion of U.S. Counsel to the Corporation Clause in Contracts

Opinion of U.S. Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxx & Whitney LLP, United States counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below: (i) to the knowledge of such counsel, there is no contract or other document of a character required to be filed as an exhibit to the Registration Statement which is not filed as required; (ii) the statements included in the U.S. Final Prospectus under the heading “Certain U.S. Federal Income Tax Considerations” insofar as such statements summarize legal matters discussed therein, are accurate and fair summaries of such legal matters in all material respects; (iii) the Registration Statement is effective under the U.S. Securities Act; (iv) to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued, and no proceedings for that purpose have been instituted or threatened; (v) the Registration Statement (other than the financial statements and other financial and statistical information, and the information included in or derived from reports of, or attributed to, persons named in the U.S. Final Prospectus under the heading “Interest of Experts”, as to which such counsel need express no opinion) and the Form F-X each appear on its face to be appropriately responsive in all material respects to the applicable requirements of the U.S. Securities Act and the rules thereunder; (vi) the Corporation is not and, after giving effect to the offering and sale of the Units and any Additional Securities and the application of the proceeds thereof as described in the Final Prospectuses, will not be required to be registered as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended; and (vii) no consent, approval, authorization or order of, or filing, registration, qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities or Blue Sky laws of the various states, as to which such counsel need express

Opinion of U.S. Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxx & Whitney LLP, United States counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below: (i) to the knowledge of such counsel, there is no contract or other document of a character required to be filed as an exhibit to the Registration Statement which is not filed as required; (ii) the statements included in the U.S. Final Prospectus Supplement under the heading “Certain U.S. Federal Income Tax Considerations” insofar as such statements summarize legal matters discussed therein, are accurate and fair summaries of such legal matters in all material respects; (iii) the Registration Statement is effective under the U.S. Securities Act; (iv) to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued, and no proceedings for that purpose have been instituted or threatened; (v) the Registration Statement (other than the financial statements and other financial and statistical information, and the information included in or derived from reports of, or attributed to, persons named in the U.S. Final Prospectus Supplement under the heading “Interest of Experts”, as to which such counsel need express no opinion) and the Form F-X each appear on its face to be appropriately responsive in all material respects to the applicable requirements of the U.S. Securities Act and the rules thereunder; (vi) the Corporation is not and, after giving effect to the offering and sale of the Units Initial Shares and any Additional Securities Over-Allotment Shares and the application of the proceeds thereof as described in the Final ProspectusesProspectus Supplements, will not be required to be registered as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended; and (vii) no consent, approval, authorization or order of, or filing, registration, qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities or Blue Sky blue sky laws of the various states, as to which such counsel need expressexpress no opinion) is required under any Applicable Law for the issuance or sale of the Offered Shares or the performance by the Corporation of its obligations under this Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the United States of America. For purposes of this opinion, the term “Applicable Law” means the federal law of the United States of America (including the rules or regulations promulgated thereunder or pursuant thereto) that a lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Corporation and the agreements related to the Offering. Without limiting the generality of the foregoing definition of Applicable Law, the term “Applicable Law” does not include any law, rule or regulation that is applicable to the Corporation or the agreements related to the Offering solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the agreements related to the Offering or any of its affiliates due to the specific assets or business of such party or such affiliate.

Opinion of U.S. Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxx & Whitney LLP, United States counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below: (i) to the knowledge of such counsel, there is no contract or other document of a character required to be filed as an exhibit to the Registration Statement which is not filed as required; (ii) the statements included in the U.S. Final Prospectus Supplement under the heading “Certain U.S. Federal Income Tax Considerations” insofar as such statements summarize legal matters discussed therein, are accurate and fair summaries of such legal matters in all material respects; (iii) the Registration Statement is effective under the U.S. Securities Act; (iv) to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued, and no proceedings for that purpose have been instituted or threatened; (v) the Registration Statement (other than the financial statements and other financial and statistical information, and the information included in or derived from reports of, or attributed to, persons named in the U.S. Final U.S Prospectus Supplement under the heading “Interest of Experts”, as to which such counsel need express no opinion) and the Form F-X each appear on its face to be appropriately responsive in all material respects to the applicable requirements of the U.S. Securities Act and the rules thereunder; (vi) the Corporation is not and, after giving effect to the offering and sale of the Units Initial Shares and any Additional Securities Over-Allotment Shares and the application of the proceeds thereof as described in the Final ProspectusesProspectus Supplements, will not be required to be registered as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended; and (vii) no consent, approval, authorization or order of, or filing, registration, qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities or Blue Sky laws of the various states, as to which such counsel need expressexpress no opinion) is required under any Applicable Law for the issuance or sale of the Offered Shares or the performance by the Corporation of its obligations under this Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the United States of America. For purposes of this opinion, the term “Applicable Law” means the federal law of the United States of America (including the rules or regulations promulgated thereunder or pursuant thereto) that a lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Corporation and the agreements related to the Offering. Without limiting the generality of the foregoing definition of Applicable Law, the term “Applicable Law” does not include any law, rule or regulation that is applicable to the Corporation or the agreements related to the Offering solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the agreements related to the Offering or any of its affiliates due to the specific assets or business of such party or such affiliate.